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NARADism

Due Diligence

Anti-Bribery & Anti-Corruption (ABAC) Due Diligence

Beyond database screening: programme review, books and transaction testing, tone-at-the-top interviews and third-party UBO screening, reported in the language a regulator, deal committee or auditor can use.

What it answers

  • Does the target have a compliance programme that operates, or a code that was never disseminated and a whistle-blower channel that is dormant?
  • How are distributors, agents, consultants and liaison partners actually paid, and is there a deliverable behind each payment?
  • Are commissions, consultancy fees, CSR, gifts and hospitality and petty cash supported by contracts and deliverables?
  • How are approvals and government interactions really obtained?
  • Who ultimately owns the key counterparties, and are any of them linked to insiders?
  • What does the exposure mean for valuation, deal protections and remediation, and does FCPA or UK Bribery Act reach extend to the investor?

A clean sanctions and adverse-media list is where we begin, not where we end. We test the client's own controls and how money actually moves, through distributors, agents, consultants and liaison partners, and write findings in the language a regulator, a deal committee or an auditor can use. Digital forensics is deployed on email and messaging where red flags demand it.

How we do it

Our method

  1. 1

    Scope & risk-tier

    Rank the target or third-party population by geography, government touchpoints, channel structure and deal value.

  2. 2

    Review the programme

    Assess existing compliance policies and controls (code, ABAC, gifts and hospitality, third-party, whistle-blower) against the applicable standards.

  3. 3

    Books & transaction testing

    Review books and accounts; sample-test high-risk ledgers (commissions, consultancy, CSR, gifts and hospitality, agents and petty cash) against contracts and deliverables.

  4. 4

    Tone at the top

    Interview management, sales, procurement and finance; walk through how approvals and government interactions are actually obtained.

  5. 5

    Third parties & UBO

    Screen and unwind ownership of key counterparties to ultimate beneficial owner; discreet human-source and field checks.

  6. 6

    Report & protect

    Red-Amber-Green findings, root cause, deal protections (representations, indemnities, escrow, conditions) and a remediation roadmap.

Deliverables

  • Red-Amber-Green findings with root cause
  • Quantified exposure and an assessment of FCPA / UK Bribery Act reach to the investor
  • Recommended deal protections: representations and warranties, indemnities, escrow and conditions precedent
  • Remediation roadmap, with a post-deal remediation plan where we are retained to build it
Shilu Pandey

Shilu Pandey

Associate Partner – Legal, Investigations & Compliance

B.A. LL.B. (Hons.) · LL.M. Corporate Law

Part of

Tech-Enabled Due Diligence

Yardsticks we apply

We benchmark against these standards as investigators and forensic specialists. The legal opinion on exposure remains counsel's.

  • Prevention of Corruption Act ss.8-9: commercial-organisation liability and the adequate procedures defence.
  • FCPA books-and-records and internal-controls provisions.
  • UK Bribery Act s.7: failure of a commercial organisation to prevent bribery.
  • World Bank and ADB sanctionable practices.

Where the red flags usually sit

  • Distributor incentives and market-development schemes settled partly in cash, with no supporting deliverables.
  • Regulatory consultants and liaison partners engaged to expedite licences, sometimes ex-officials, with contracts post-dating the payments.
  • CSR routed to trusts connected to a key distributor or official.
  • Gifts and hospitality to government officials above policy and unlogged.
  • Distributors and vendors UBO-linked to a founder's family, with side letters absent from the data room.

Case studies

How it plays out in practice.

Illustrative composites. Names, figures and timelines are indicative; no client is identifiable.

Also in Due Diligence

How an engagement starts

Tell us what you can’t see.

Every engagement starts with a confidential conversation. No matter is too early, or too sensitive, to raise. A partner replies within one working day.

Write to a partner
  1. 01

    A 30-minute call

    To align on the question, the team and the sites involved.

  2. 02

    A fixed-scope proposal

    A tailored scope and fee note within five working days.

  3. 03

    Discreet execution

    Small senior teams, conflict-checked, DPDP and GDPR compliant handling.